RepRally DSD Network Master Services Agreement

1. DEFINITIONS

As used in this Agreement, the following capitalized terms have the meanings set forth below:

“Addendum” means any DSD Network Partnership Addendum, statement of work, or similar agreement executed by both Parties that references and incorporates this DSD MSA.

“Agreement” means this DSD MSA together with all executed Addenda, Exhibits, and written amendments.

“Brand Materials” means all trademarks, trade names, logos, service marks, product images, packaging, descriptions, pricing, MSRP data, and other materials furnished by a participating brand or supplier to RepRally or DSD Partner in connection with this Agreement.

“Claim” means any third-party action, demand, lawsuit, proceeding, investigation, or regulatory inquiry.

“Confidential Information” means any non-public business, financial, technical, operational, or strategic information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or that a reasonable person in the receiving Party's position would understand to be confidential given the nature of the information and the circumstances of disclosure.

“Customer” means any retailer, store, or end purchaser that places orders through the RepRally platform or that is fulfilled by DSD Partner under this Agreement, as further classified in the applicable Addendum.

“DSD” means Direct Store Delivery, a distribution model in which a distributor physically delivers product from its own warehouse or delivery vehicle directly to retail customers, performs in-store stocking and merchandising, and bears responsibility for last-mile fulfillment, returns handling, and on-shelf execution. The DSD model is distinct from drop-ship, third-party logistics, and centralized retailer distribution-center models, in which the distributor does not maintain physical possession or in-store presence at the retail point of sale.

“DSD Operations” means Direct Store Delivery operations conducted by DSD Partner, including warehousing, picking, route delivery, in-store stocking, merchandising, and related fulfillment activities.

“DSD Partner” means the legal entity identified in any executed Addendum.

“DSD Partner Personnel” means any employee, contractor, agent, or representative of DSD Partner engaged in performance of obligations under this Agreement.

“Effective Date” means the earlier of: (a) the date the Addendum is fully executed by the Parties; or (b) DSD Partner's initial access to or use of the Marketplace Services or Platform.

“Force Majeure Event” means any cause or condition beyond a Party's reasonable control, including without limitation: acts of God; fire; flood; earthquake; hurricane; pandemic or epidemic; government laws, orders, or regulations; acts of terrorism or war; civil unrest; labor strikes not involving the affected Party; telecommunications infrastructure failure; widespread vehicle or fleet incidents affecting a substantial portion of a Party's delivery capacity and not caused by the affected Party's negligence, failure to maintain proper fleet condition, or failure to maintain commercially reasonable backup capacity; or cyberattacks or other malicious third-party interference with RepRally's systems or infrastructure.

“Initial Term” means the period specified as such in the applicable Addendum, beginning on the Effective Date.

“Losses” means any and all claims, damages, judgments, awards, settlements, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys' fees and court costs.

“Marketplace Services” means the services provided by RepRally to DSD Partner under this Agreement, including platform access, order routing, customer attribution, invoicing, payment administration, collections, inside sales support, account management, and reporting.

“Party” and “Parties” have the meanings set forth in the preamble to these Terms.

“Platform” means RepRally's proprietary software platform, including all dashboards, reporting tools, data systems, APIs, payment infrastructure, and supporting infrastructure.

“Platform Fees” means the fees, take-rates, subscription charges, or other amounts payable to RepRally by DSD Partner or retained by RepRally from collected sales revenue under the applicable Addendum, however structured therein. Platform Fees may be expressed as a percentage of collected sales revenue, a flat periodic charge, a hybrid, or such other structure as the applicable Addendum specifies. No Platform Fee structure or amount is established by this Agreement; all Platform Fee terms are set forth in the applicable Addendum.

“Commissions” means amounts payable by RepRally to DSD Partner under the applicable Addendum, however structured therein. No Commission structure or amount is established by this Agreement; all Commission terms are set forth in the applicable Addendum.

“RepRally Personnel” means any employee, independent contractor (1099) sales representative, customer success representative, agent, or other person engaged by RepRally to perform services under or in support of this Agreement.

“Territory” means the geographic area specified in the applicable Addendum in which DSD Partner is authorized to perform DSD Operations under the RepRally network.

“Term” means the Initial Term and any renewal periods under the applicable Addendum.

“Terms” means has the meaning set forth in the preamble and refers to these DSD Network Master Services Agreement Online Terms and Conditions, as updated from time to time.

2. SCOPE OF MARKETPLACE AND PROGRAM FRAMEWORK

2.1 Marketplace Model. The RepRally DSD Network is a marketplace and platform offering. RepRally provides DSD Partner with access to RepRally's platform, customer base, brand and supplier network, and back-office infrastructure to facilitate DSD Operations within DSD Partner's Territory. DSD Partner operates as an independent distributor and is responsible for all DSD Operations within its Territory. This Agreement does not constitute a staffing, employment, franchise, joint venture, or temporary labor arrangement. No employment, agency, joint venture, staffing, franchise, or partnership relationship is created between RepRally and DSD Partner, or between RepRally and any DSD Partner Personnel, by reason of this Agreement.

2.2 No Guaranteed Outcomes. RepRally does not guarantee any specific sales volume, revenue amount, order frequency, customer count, distribution level, shelf placement, or any other business or commercial result under this Agreement or any Addendum. RepRally will use commercially reasonable efforts to provide the Marketplace Services. DSD Partner expressly acknowledges and agrees that market conditions, competitive factors, retailer reception, product pricing, product quality, brand and supplier participation, and DSD Partner's own fulfillment performance are material variables that may affect outcomes and shall not constitute grounds for any fee reduction, credit, refund, or termination claim against RepRally.

2.3 Independence of the Parties — No Co-Employment. DSD Partner Personnel are employees, contractors, or agents of DSD Partner exclusively. RepRally Personnel are affiliates of RepRally exclusively. Neither Party shall: (a) direct, supervise, evaluate, discipline, or control any personnel of the other Party; (b) set work schedules or daily priorities for personnel of the other Party; (c) offer any personnel of the other Party compensation, employment, or engagement opportunity except as permitted under this Agreement; or (d) take any action that could give rise to a co-employment, joint-employer, employee leasing, worker misclassification, or similar claim involving the other Party's personnel under any federal, state, or local law. All in-store DSD activities and route deliveries are conducted exclusively by DSD Partner Personnel; RepRally Personnel shall not perform DSD Operations on behalf of DSD Partner. Each Party is solely responsible for its own personnel, including all wages, payroll taxes, benefits, workers' compensation, withholdings, and compliance with all applicable employment laws.

2.4 Marketplace Communications. All communications relating to orders, customers, brand programs, fees, commissions, or platform operations shall be conducted through the RepRally platform or through RepRally's designated account management channels. Either Party may designate authorized communication channels by written notice.

2.5 Platform Access — Informational and Operational. DSD Partner's access to the Platform is a limited, revocable, non-exclusive, non-transferable license for DSD Partner's internal business purposes in performing its obligations under this Agreement during the Term. The ability to view orders, customer data, and performance metrics through the Platform does not confer any ownership rights to DSD Partner.

2.6 Multiple DSD Partners; Exclusivity by Addendum. RepRally may engage multiple DSD Partners in different territories. Any exclusivity in a given Territory is granted only as expressly set forth in the applicable Addendum. The absence of exclusivity in any Territory not addressed in an Addendum shall not constitute a breach of this Agreement or give rise to any claim, fee reduction, or termination right.

2.7 RepRally Employment Law Compliance. RepRally represents and warrants, on a continuing basis throughout the Term, that: (a) all RepRally Personnel performing services in support of this Agreement are classified as employees (W-2) or independent contractors (1099) in compliance with all applicable federal, state, and local employment laws, including the Fair Labor Standards Act, applicable state wage and hour laws, and applicable worker classification tests (including the ABC test where applicable) in each jurisdiction in which RepRally Personnel operate in connection with this Agreement; (b) RepRally pays all W-2 RepRally Personnel at least minimum wage and all applicable overtime compensation required by law; (c) RepRally is solely responsible for withholding and remitting all payroll taxes, employment taxes, and contributions required by law with respect to all W-2 RepRally Personnel; (d) RepRally maintains Workers' Compensation insurance as required by applicable law for all W-2 RepRally Personnel in all states where such personnel operate; and (e) all 1099 RepRally Personnel are engaged under written agreements consistent with their classification. RepRally shall promptly notify DSD Partner in writing if any federal, state, or local government authority initiates an investigation or proceeding relating to the classification or employment status of any RepRally Personnel whose work materially relates to DSD Partner's Territory. Breach of any representation or warranty in this Section 2.7 is a material breach of this Agreement, and RepRally's indemnification obligations under Section 9.2 expressly cover any Claim, fine, penalty, or Losses arising from such breach.

3. MARKETPLACE SERVICES

3.1 Standard Marketplace Services. During the Term, RepRally will provide the following Marketplace Services: (a) platform access for order intake, routing, and tracking; (b) customer attribution and classification; (c) invoicing of customers and administration of payment collection; (d) Commission settlement and reporting on the cadence specified in the applicable Addendum (and, if not specified, in accordance with Section 4.2); (e) inside sales support, account management, and customer reactivation activities as RepRally determines appropriate; (f) integration with participating RepRally-network brands and suppliers; and (g) reporting, dashboards, and operational support consistent with RepRally's then-current platform offering. The specific scope and configuration of Marketplace Services may be further specified or customized in the applicable Addendum.

3.2 Platform Service Level. RepRally targets ninety-nine percent (99%) monthly availability for the DSD Partner dashboard and platform interfaces used for order intake and reporting. In any calendar month where platform availability falls below 99% due to causes within RepRally's reasonable control, DSD Partner shall receive a service credit applied to the next settlement statement equal to: (a) the downtime percentage multiplied by the Platform Fees retained from DSD Partner in that month, if monthly availability is between ninety-five percent (95%) and ninety-nine percent (99%); (b) twenty-five percent (25%) of the Platform Fees retained from DSD Partner in that month, if monthly availability is between ninety percent (90%) and ninety-five percent (95%); or (c) fifty percent (50%) of the Platform Fees retained from DSD Partner in that month, if monthly availability is below ninety percent (90%). In addition, if platform availability falls below ninety-five percent (95%) in any single calendar month, or below ninety-seven percent (97%) in two consecutive calendar months, in each case due to causes within RepRally's reasonable control, DSD Partner may terminate the affected Addendum without early termination penalty upon thirty (30) days written notice delivered within thirty (30) days of receipt of the applicable monthly availability report. Platform downtime does not entitle DSD Partner to withhold remittance of Customer Funds collected on RepRally's behalf or to seek any remedy beyond those set forth in this Section 3.2. RepRally shall provide DSD Partner with a monthly platform availability report within fifteen (15) business days following the end of each calendar month. The following events are expressly excluded from SLA calculations: (i) scheduled maintenance windows communicated to DSD Partner at least 24 hours in advance; (ii) downtime resulting from Force Majeure Events; (iii) third-party infrastructure failures beyond RepRally's reasonable control; and (iv) any downtime caused by DSD Partner's actions or omissions.

3.3 Inside Sales and Customer Acquisition. RepRally may, in its discretion, deploy inside sales support, account management, customer service support, order management assistance, customer reactivation efforts, and sales development services to support DSD Partner's operations. Customer attribution records maintained by RepRally shall control compensation determinations, subject to any audit right set forth in the applicable Addendum.

3.4 Modifications to Services. RepRally may modify the Marketplace Services from time to time in its commercially reasonable discretion, provided that no modification shall materially diminish the core Marketplace Services without thirty (30) days prior written notice to DSD Partner. Material diminishment of the core Marketplace Services that is not cured within thirty (30) days following written notice from DSD Partner shall give DSD Partner the right to terminate the affected Addendum without penalty.

4. FEES, COMMISSIONS, AND PAYMENT

4.1 Commercial Terms by Addendum. All Platform Fees, commissions, and other commercial terms applicable to DSD Partner are set forth in the applicable Addendum and any exhibits referenced therein. No fee, commission, charge, offset, or clawback applies to DSD Partner unless expressly specified in a signed Addendum or written amendment.

4.2 Collection and Remittance. Unless otherwise specified in the applicable Addendum, RepRally shall invoice customers, administer payment collection, and remit DSD Partner's earned commissions on a bi-weekly basis following successful collection of Customer Funds. Each remittance shall be accompanied by a settlement statement identifying the underlying transactions, applicable fees, offsets, and clawbacks.

4.3 Bad Debt and Clawback. RepRally shall bear primary responsibility for bad debt and collections, subject to any clawback rights set forth in the applicable Addendum. DSD Partner shall reasonably assist RepRally with collection efforts by providing proof of delivery, delivery records, customer communications, fulfillment documentation, and other commercially reasonable support upon RepRally's request.

4.4 Disputed Amounts. Any dispute by DSD Partner regarding any settlement statement, commission calculation, or clawback must be raised in writing within thirty (30) days of receipt of the applicable statement. Absent timely written notice, the statement is deemed final and binding. Pendency of a dispute does not entitle DSD Partner to suspend performance under this Agreement or any Addendum.

4.5 Taxes. Each Party is responsible for its own income, franchise, and similar taxes. Sales tax, use tax, and similar transactional taxes shall be administered as set forth in the applicable Addendum. If DSD Partner is required by law to withhold any amounts from payments to RepRally, DSD Partner shall gross up such payments so that RepRally receives the full amount invoiced net of any withholding.

4.6 Fee Adjustments. Fees and commission rates in any active Addendum may be adjusted only by written amendment signed by both Parties or as expressly provided in the Addendum. RepRally may adjust Platform Service fees applicable to new Addenda at any time by updating these Terms.

4.7 Non-Refundability of Platform Fees. Platform Fees and commissions retained by RepRally on collected sales are non-refundable except as expressly stated in this Agreement or the applicable Addendum.

4.8 Customer Funds in Transit. Any cash, check, electronic payment, or other consideration collected by DSD Partner or DSD Partner Personnel directly from a Customer in connection with any order routed through the RepRally platform or fulfilled under this Agreement (the “Customer Funds”) is held by DSD Partner in trust for the benefit of RepRally and the applicable participating brand or supplier. Customer Funds are not the property of DSD Partner, shall not be commingled with DSD Partner's general operating funds, and shall not be used by DSD Partner for any purpose other than remittance to RepRally as set forth in this Section 4.8. DSD Partner shall remit all Customer Funds to RepRally within five (5) business days of collection, with reconciliation reflected in the next settlement statement issued under Section 4.2 or the applicable Addendum. DSD Partner shall maintain accurate records of all Customer Funds collected, the underlying transactions, and the dates of collection and remittance. DSD Partner's obligation to remit Customer Funds: (a) survives termination or expiration of this Agreement for any reason; (b) is not subject to the liability cap set forth in Section 10.3; (c) is not subject to setoff against any disputed amount unless expressly authorized in writing by RepRally; and (d) constitutes a fiduciary obligation, breach of which entitles RepRally to all equitable remedies available at law, including specific performance and constructive trust, in addition to any other remedies available under this Agreement.

5. DSD PARTNER OBLIGATIONS

5.1 Operations and Fulfillment. DSD Partner shall conduct DSD Operations in a professional and timely manner consistent with industry standards. DSD Partner shall maintain sufficient inventory, fleet capacity, warehouse infrastructure, and personnel to perform its obligations in the Territory. DSD Partner shall comply with all service level requirements, fill rate requirements, order acceptance windows, and SOP requirements set forth in the applicable Addendum and its exhibits.

5.2 Licenses and Regulatory Compliance. DSD Partner represents and warrants, on a continuing basis throughout the Term, that: (a) DSD Partner holds all licenses, permits, certifications, and regulatory approvals required to operate as a distributor in the Territory, including any applicable state, county, or municipal distribution, food safety, alcohol, tobacco, or specialty product licenses; (b) all DSD Operations are conducted in compliance with applicable federal, state, and local laws, including the Federal Food, Drug, and Cosmetic Act, the FDA Food Safety Modernization Act, the Department of Transportation regulations applicable to delivery vehicles, and applicable state and local occupational safety regulations; and (c) DSD Partner shall promptly notify RepRally in writing within two (2) business days of any suspension, revocation, or enforcement action affecting any license or regulatory approval material to DSD Partner's performance under this Agreement.

5.3 Insurance Requirements. DSD Partner shall maintain, at its sole cost and expense, throughout the Term and for two (2) years following termination or expiration of this Agreement for any reason: (a) Commercial General Liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 in the annual aggregate; (b) Commercial Auto Liability insurance covering all owned, hired, and non-owned vehicles used in DSD Operations with combined single limits of at least $1,000,000 per occurrence; (c) Workers' Compensation insurance as required by applicable law in each state of operation; (d) Product Liability or distributor's product liability insurance with limits of at least $1,000,000 per occurrence where applicable to the products distributed; and (e) any other insurance coverage required by applicable law in any Territory. All Commercial General Liability and Auto Liability policies must: (i) name “RepRally, Inc.” as an additional insured by endorsement; (ii) be written by insurers rated A- or better by A.M. Best; and (iii) provide for at least thirty (30) days written notice to RepRally prior to any cancellation, material modification, or non-renewal. DSD Partner must provide current certificates of insurance acceptable to RepRally within ten (10) business days of Agreement execution and upon any renewal or material change. Failure to maintain required insurance constitutes a material breach entitling RepRally to immediately suspend Marketplace Services.

5.4 DSD Partner Personnel. DSD Partner is solely responsible for the recruitment, hiring, classification, training, supervision, compensation, discipline, and termination of DSD Partner Personnel. DSD Partner shall classify all DSD Partner Personnel correctly under applicable federal, state, and local law, including the Fair Labor Standards Act and applicable state wage and hour laws. DSD Partner shall be solely responsible for all wages, payroll taxes, employment taxes, benefits, workers' compensation, and other obligations relating to DSD Partner Personnel.

5.5 Recall, Safety, and Notification. DSD Partner shall promptly notify RepRally in writing within two (2) business days of any product recall, regulatory action, consumer safety concern, governmental inquiry, or significant customer complaint affecting any product distributed under the RepRally network. DSD Partner shall cooperate with RepRally and the applicable brand or supplier in implementing any recall, withdrawal, or corrective action.

5.6 Records and Cooperation with Audit. DSD Partner shall maintain accurate and complete records of all DSD Operations conducted under this Agreement, including order records, delivery records, inventory records, and customer records, for a period of not less than three (3) years following the applicable transaction. RepRally may, no more than once per calendar year and upon thirty (30) days prior written notice, audit DSD Partner's records solely to verify compliance with this Agreement. Audits shall be conducted during normal business hours and shall not unreasonably interfere with DSD Partner's operations.

5.7 Non-Competing Distribution. Nothing in this Agreement restricts DSD Partner from distributing products outside the RepRally network, provided that such activities do not violate the non-solicitation and non-circumvention provisions of any applicable Addendum or this Agreement.

6. NON-SOLICITATION

6.1 Non-Solicitation of RepRally Personnel and Customers. During the Term and for twelve (12) months following the termination or expiration of this Agreement for any reason, DSD Partner shall not, directly or indirectly, whether on its own behalf or on behalf of any third party: (a) hire, employ, engage, solicit, recruit, or enter into any independent contractor arrangement with any RepRally Personnel who performed any services for or in support of DSD Partner at any point during the preceding twelve (12) months; (b) encourage, induce, facilitate, or assist any RepRally Personnel to terminate, reduce, or alter their engagement or employment with RepRally; or (c) solicit, divert, or attempt to divert any Customer first acquired or first introduced to DSD Partner through the RepRally network away from the RepRally platform for the purpose of avoiding fees or commissions owed to RepRally. This restriction does not apply to general public advertising not specifically targeted at RepRally Personnel or RepRally-network Customers.

6.2 Reciprocal Restriction. During the Term and for twelve (12) months following the termination or expiration of this Agreement for any reason, RepRally shall not, directly or indirectly, hire, employ, engage, solicit, or recruit any DSD Partner Personnel introduced to RepRally through the relationship; provided, however, that this restriction does not apply to general public advertising not specifically targeted at DSD Partner Personnel.

6.3 Liquidated Damages. Violation of Section 6.1 by DSD Partner shall result in liquidated damages payable by DSD Partner to RepRally equal to twelve (12) months of the affected person's then-current total compensation per affected person or, in the case of Customer diversion, twelve (12) months of average commissions and Platform Fees attributable to the diverted Customer based on the preceding twelve (12) months of activity. The Parties expressly acknowledge that: (a) actual damages from solicitation of personnel or diversion of Customers are inherently difficult to calculate with precision; (b) this liquidated damages amount represents a genuine, reasonable, and good-faith pre-estimate of RepRally's actual damages; and (c) this provision constitutes an agreed remedy and not a penalty.

6.4 Injunctive Relief. Each Party acknowledges that any actual or threatened violation of this Section 6 would cause the other Party immediate and irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, the non-breaching Party is entitled to seek preliminary and permanent injunctive relief, specific performance, and any other equitable remedy available at law or in equity, without the requirement of posting a bond or other security, in addition to any other remedy available under this Agreement or applicable law.

7. NON-CIRCUMVENTION

7.1 Non-Circumvention. During the Term and for twelve (12) months following termination or expiration of this Agreement for any reason, DSD Partner shall not circumvent RepRally by: (a) directly pursuing supplier or brand relationships first introduced to DSD Partner through RepRally for the purpose of avoiding fees, commissions, or platform participation requirements; (b) diverting Customers acquired through the RepRally network to channels outside the RepRally platform for the purpose of avoiding fees or commissions; or (c) structuring transactions intended to avoid Platform Fees, commissions, or network participation requirements.

7.2 Carve-Outs. Section 7.1 does not restrict DSD Partner's continued relationships with brands, suppliers, or customers that existed prior to the Effective Date or that are classified as DSD Partner Pre-Existing under the applicable Addendum, provided that such relationships are conducted outside the scope of the RepRally network.

8. INTELLECTUAL PROPERTY, BRAND MARKS, AND DATA

8.1 RepRally Intellectual Property. RepRally retains all right, title, and interest in and to the Platform, software, RepRally network, training materials, operational processes, methodologies, know-how, aggregated market data, and all other RepRally proprietary materials. Nothing in this Agreement conveys, licenses, or transfers any RepRally intellectual property to DSD Partner except the limited Platform access license expressly granted in Section 2.5. Upon termination, the Platform access license terminates immediately and all Platform access is revoked.

8.2 DSD Partner Intellectual Property. DSD Partner retains all right, title, and interest in and to its trademarks, trade names, logos, service marks, vehicle and warehouse branding, and any DSD Partner proprietary materials. Nothing in this Agreement transfers, assigns, or licenses any DSD Partner intellectual property to RepRally except a limited, non-exclusive, royalty-free license for RepRally to identify DSD Partner as a participating partner in RepRally's customer-facing materials and marketing during the Term.

8.3 Brand Marks. Use by either Party of the other Party's name, trademarks, logos, or service marks beyond the limited license in this Section 8 requires the other Party's prior written consent, not to be unreasonably withheld. Either Party shall promptly correct any non-compliant use upon written notice from the other Party.

8.4 Customer and Transaction Data. RepRally retains ownership of all Platform data, order data, attribution data, customer-level transaction data, payment data, and market intelligence generated through the Platform in connection with this Agreement. RepRally may use such data for: (a) Platform development, improvement, and maintenance; (b) internal analytics, fraud prevention, credit risk assessment, and performance benchmarking; (c) provision of Marketplace Services to other DSD Partners and brands; and (d) anonymized industry reporting in which no individual DSD Partner or Customer is identifiable. RepRally shall not use DSD Partner's individually identifiable data to benefit a direct competitor of DSD Partner. The foregoing restriction does not restrict: (i) RepRally's use of aggregated or anonymized data in which DSD Partner is not individually identifiable; (ii) Platform improvements, fraud detection, credit risk assessment, or performance benchmarking that may incidentally benefit other DSD Partners; or (iii) the provision of standard Marketplace Services to other DSD Partners using the Platform on the same terms made available to DSD Partner.

8.5 DSD Partner Operational Data. DSD Partner retains ownership of its internal operational data, including its own warehouse management records, route planning data, and pre-existing customer relationship data, except to the extent such data is generated through or transmitted via the Platform, in which case it becomes Platform data subject to Section 8.4. DSD Partner may use Platform reports and dashboards exclusively for its internal business purposes and may not resell, sublicense, or provide any third party with access to RepRally's Platform data.

8.6 Data Privacy and Security. Each Party shall comply with all applicable data protection, consumer privacy, and information security laws and regulations, including the California Consumer Privacy Act (CCPA), the New York SHIELD Act, and all applicable federal and state data privacy laws, with respect to any personal data processed in connection with this Agreement. Each Party shall implement and maintain reasonable and appropriate technical and organizational security measures to protect against unauthorized access, disclosure, or destruction of the other Party's data or Confidential Information. Each Party shall notify the other in writing within seventy-two (72) hours of discovery of any data breach or security incident that may affect the other Party's data, Confidential Information, or personal data of any Customer or personnel.

9. INDEMNIFICATION

9.1 DSD Partner Indemnification of RepRally. DSD Partner agrees to defend, indemnify, and hold harmless RepRally, Inc. and its officers, directors, shareholders, employees, RepRally Personnel, agents, successors, and permitted assigns (collectively, the “RepRally Parties”) from and against any and all Claims and Losses arising from or related to: (a) DSD Partner's DSD Operations, including any personal injury, property damage, motor vehicle accident, food safety, contamination, or product handling incident; (b) DSD Partner's violation of any applicable federal, state, local, or municipal law, regulation, ordinance, or governmental order; (c) DSD Partner's breach of any representation, warranty, covenant, or obligation under this Agreement or any Addendum; (d) any co-employment, joint-employer, worker misclassification, wage and hour, or employee benefit claim involving any DSD Partner Personnel; (e) DSD Partner's negligence, gross negligence, or willful misconduct; (f) any Claim by a third party arising from DSD Partner's marketing materials, statements, or representations; or (g) DSD Partner's violation of any third-party intellectual property right.

9.2 RepRally Indemnification of DSD Partner. RepRally agrees to defend, indemnify, and hold harmless DSD Partner and its officers, directors, and employees from and against third-party Claims and Losses arising directly and solely from: (a) RepRally's gross negligence or willful misconduct in providing the Marketplace Services; (b) RepRally's material breach of its representations and warranties expressly set forth in this Agreement; or (c) any Claim that the Platform infringes a third-party patent, copyright, or trademark, excluding claims arising from DSD Partner's combination of the Platform with non-RepRally products, data, or services. RepRally's indemnification obligations are subject to the liability limitations set forth in Section 10 and do not apply to any Claims or Losses arising from DSD Partner's actions, products, omissions, or breach of this Agreement.

9.3 Indemnification Procedure. The Party seeking indemnification (the “Indemnified Party”) must: (a) promptly notify the indemnifying Party (the “Indemnifying Party”) in writing of any Claim for which indemnification is sought, provided that a delay in notice shall only affect the Indemnifying Party's obligations to the extent of actual and material prejudice caused by such delay; (b) grant the Indemnifying Party sole and exclusive control over the defense and settlement of the Claim; and (c) provide the Indemnifying Party with reasonable cooperation and assistance, at the Indemnifying Party's expense, in connection with the defense. The Indemnifying Party may not settle any Claim that imposes any obligation, restriction, admission of liability, or other burden on the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld.

9.4 Insurance as Condition. DSD Partner's indemnification obligations under Section 9.1 are in addition to, and not in lieu of, DSD Partner's insurance obligations under Section 5.3. Failure by DSD Partner to maintain required insurance does not limit DSD Partner's indemnification obligations, which remain in full force regardless of insurance status.

10. LIMITATION OF LIABILITY

10.1 Disclaimer of Warranties. THE MARKETPLACE SERVICES AND PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. REPRALLY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT; ACCURACY OR COMPLETENESS OF PLATFORM DATA; UNINTERRUPTED OR ERROR-FREE SERVICE AVAILABILITY; AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE. REPRALLY DOES NOT WARRANT THAT THE MARKETPLACE SERVICES WILL MEET DSD PARTNER'S SPECIFIC BUSINESS OBJECTIVES OR THAT ANY PARTICULAR SALES OR COMMERCIAL RESULTS WILL BE ACHIEVED.

10.2 Mutual Exclusion of Consequential Damages. EXCEPT WITH RESPECT TO: (A) BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 11; (B) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (C) BREACHES OF SECTIONS 6 OR 7 (NON-SOLICITATION AND NON-CIRCUMVENTION); OR (D) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT.

10.3 Aggregate Liability Cap. EACH PARTY'S TOTAL CUMULATIVE AGGREGATE LIABILITY TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ALL ADDENDA — WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, INDEMNITY, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES, COMMISSIONS, AND PLATFORM FEES NETTED BETWEEN THE PARTIES IN THE SIX (6) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS ($250,000). THIS AGGREGATE CAP APPLIES TO ALL CLAIMS COMBINED AND IS NOT A PER-CLAIM LIMIT. THE FOREGOING CAP DOES NOT APPLY TO: (I) BREACHES OF SECTIONS 6 OR 7; (II) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; OR (III) DSD PARTNER'S OBLIGATION TO REMIT CUSTOMER FUNDS COLLECTED BY DSD PARTNER FOR THE BENEFIT OF REPRALLY OR PARTICIPATING BRANDS AND SUPPLIERS.

10.4 Essential Basis. Each Party acknowledges that the limitations of liability set forth in this Section 10 reflect a reasonable allocation of risk between sophisticated commercial parties and are an essential element of the basis of the bargain between the Parties. Without these limitations, the Parties would not enter into this Agreement.

11. CONFIDENTIALITY

11.1 Confidentiality Obligations. Each Party (as a “Receiving Party”) agrees, with respect to Confidential Information disclosed by the other Party (as a “Disclosing Party”): (a) to hold the Disclosing Party's Confidential Information in strict confidence, using no less than the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care; (b) not to disclose, transmit, or make available any Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted under Section 11.2; and (c) to use Confidential Information solely for the purpose of performing or exercising rights under this Agreement and for no other purpose. These obligations survive termination or expiration of this Agreement for a period of three (3) years, except that obligations with respect to trade secrets shall survive indefinitely.

11.2 Permitted Disclosures. A Receiving Party may disclose Confidential Information: (a) to its employees, officers, directors, contractors, advisors, and legal counsel who have a need to know such information for the purpose of this Agreement, provided such persons are bound by confidentiality obligations no less protective than those set forth in this Agreement; or (b) as required by applicable law, court order, or regulatory authority, provided that the Receiving Party: (i) provides the Disclosing Party with prompt prior written notice of such requirement to the extent legally permitted; (ii) cooperates with the Disclosing Party's reasonable efforts to seek protective treatment or other relief; and (iii) discloses only the minimum amount of Confidential Information necessary to comply.

11.3 Exceptions. Confidentiality obligations under this Section 11 do not apply to information that the Receiving Party can demonstrate by written evidence: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records predating the disclosure; or (d) is lawfully received from a third party without restriction on use or disclosure.

11.4 Return or Destruction. Upon the Disclosing Party's written request, or upon termination or expiration of this Agreement, the Receiving Party will promptly return or certifiably destroy all Confidential Information of the Disclosing Party in its possession or control, and will certify such return or destruction in writing within fifteen (15) days. Each Party may retain Confidential Information in archival or backup systems in the ordinary course of business, subject to ongoing confidentiality obligations; provided that any such retained information shall be permanently deleted in the ordinary course of the applicable data retention schedule and no later than three (3) years following termination.

12. TERM AND TERMINATION

12.1 Term. These Terms become effective on the Effective Date of the first executed Addendum and remain in effect for so long as any Addendum is active. The Initial Term, renewal, and termination of any individual Addendum are governed by the terms of that Addendum.

12.2 Termination for Cause by RepRally. RepRally may terminate this Agreement and any or all Addenda immediately upon written notice, with no refund or credit obligation of any kind, upon the occurrence of any of the following events: (a) DSD Partner commits fraud, intentional misrepresentation, or any criminal conduct in connection with the program or this Agreement; (b) DSD Partner materially breaches this Agreement or any Addendum and fails to fully cure such breach within fifteen (15) calendar days of written notice from RepRally that specifically identifies the breach, the required cure, and the cure deadline; (c) DSD Partner breaches any restriction in Section 6 (Non-Solicitation) or Section 7 (Non-Circumvention); (d) DSD Partner becomes insolvent, makes a general assignment for the benefit of its creditors, ceases to operate as a going concern, or becomes subject to a voluntary or involuntary bankruptcy, receivership, or similar proceeding that is not dismissed within sixty (60) days of filing; (e) DSD Partner loses any license or regulatory approval material to performance under this Agreement; or (f) DSD Partner takes any action that, in RepRally's good faith and commercially reasonable judgment, creates material legal, regulatory, safety, or reputational risk to RepRally, its personnel, or its Customers.

12.3 Termination for Cause by DSD Partner. DSD Partner may terminate this Agreement and any Addendum upon thirty (30) days written notice to RepRally if RepRally has materially breached this Agreement and has failed to cure such breach within fifteen (15) days of DSD Partner's written notice specifically identifying the breach and required cure. DSD Partner's sole and exclusive remedy for RepRally's material breach is: (a) termination of this Agreement; (b) recovery of commissions earned but unpaid as of the effective date of termination; and (c) any specific remedies expressly set forth in the applicable Addendum.

12.4 Effect of Termination or Expiration. Upon the termination or expiration of this Agreement or any Addendum for any reason: (a) all outstanding fees, commissions, and obligations under the affected Addendum shall be settled in the ordinary course on the next regularly scheduled settlement date under the applicable Addendum, subject to any clawback rights; (b) all licenses granted under this Agreement terminate immediately, except the limited Platform access necessary to retrieve final records, which shall remain available for thirty (30) days; (c) each Party will promptly return or certifiably destroy the other Party's Confidential Information per Section 11.4; and (d) DSD Partner shall promptly remit any Customer Funds collected on RepRally's behalf or on behalf of any participating brand or supplier.

12.5 Survival. The following Sections survive the termination or expiration of this Agreement, as specified: Section 1 (Definitions); Section 4.7 (Non-Refundability); Section 4.8 (Customer Funds in Transit, indefinitely as to any Customer Funds collected prior to termination); Section 5.3 (Insurance, for the period stated); Section 5.6 (Records and Audit, for the period stated); Section 6 (Non-Solicitation, for the periods stated); Section 7 (Non-Circumvention, for the periods stated); Section 8 (IP and Data); Section 9 (Indemnification); Section 10 (Limitation of Liability); Section 11 (Confidentiality, for the periods stated); Section 12.4 (Effect of Termination); Section 13 (Force Majeure); Section 14 (Dispute Resolution); and Section 15 (General Provisions).

13. FORCE MAJEURE

13.1 Force Majeure Relief. Neither Party will be liable for any delay or failure to perform its obligations under this Agreement, other than payment and remittance obligations, to the extent such delay or failure is caused directly by a Force Majeure Event. The affected Party must: (a) provide prompt written notice to the other Party as soon as reasonably practicable after the Force Majeure Event begins, describing the nature of the event, its expected duration, and the obligations affected; (b) use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as reasonably possible; and (c) provide written notice to the other Party promptly upon resumption of normal operations. Payment and remittance obligations under this Agreement are expressly excluded from force majeure relief.

13.2 Extended Force Majeure. If a Force Majeure Event affecting either Party's ability to perform persists for more than sixty (60) consecutive days, either Party may terminate the affected Addendum without early termination penalty upon fifteen (15) days written notice. Termination under this Section does not relieve either Party of obligations accrued prior to the effective date of termination.

14. DISPUTE RESOLUTION

14.1 Mandatory Escalation. Before initiating any arbitration proceeding, the Parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (a “Dispute”) through the following mandatory escalation process: (a) Written Notice: the disputing Party delivers written notice to the other Party's authorized representative identifying the Dispute, the relevant facts, and the relief sought; (b) Executive Negotiation: within ten (10) business days of the notice, senior executive representatives of both Parties shall meet in person or by video conference and negotiate in good faith for up to thirty (30) days; (c) JAMS Mediation: if unresolved after negotiation, either Party may demand non-binding mediation administered by JAMS in New York City, with mediation costs shared equally; and (d) Binding Arbitration: if unresolved after mediation, either Party may submit the Dispute to final and binding arbitration administered by JAMS in New York City under JAMS Streamlined Arbitration Rules (for Disputes under $250,000) or JAMS Comprehensive Arbitration Rules (for Disputes of $250,000 or more). The arbitration shall be conducted by a single arbitrator mutually selected by the Parties or appointed by JAMS if the Parties cannot agree within fifteen (15) days. The arbitrator's decision shall be final, binding, and fully enforceable as a judgment in any court of competent jurisdiction. The entire escalation process from written notice through completion of mediation shall not exceed ninety (90) days in total, after which either Party may proceed directly to arbitration.

14.2 Emergency Injunctive Relief. Notwithstanding the mandatory escalation process, either Party may seek emergency preliminary or permanent injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction at any time to: (a) prevent actual or threatened irreparable harm; (b) protect Confidential Information; or (c) enforce Sections 6 and 7. Seeking such relief does not waive or limit either Party's obligation to follow the escalation process for resolution of the underlying Dispute.

14.3 Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York for purposes of: (a) any interim or injunctive relief sought pursuant to Section 14.2; (b) enforcement of any arbitration award; or (c) any Dispute that cannot, by law, be submitted to arbitration. Each Party waives any objection to personal jurisdiction or venue in such courts.

14.4 Class Action Waiver. Each Party irrevocably and unconditionally waives any right to initiate, participate in, or maintain any class action lawsuit, class-wide arbitration, collective action, or any other representative proceeding of any kind arising out of or related to this Agreement. All Claims and Disputes must be brought in each Party's individual capacity only. This class action waiver is a material and non-severable term of this Agreement.

14.5 Arbitration Costs. Each Party shall bear its own attorneys' fees and costs in connection with any arbitration proceeding, unless the arbitrator determines that a Party has acted in bad faith or asserted a frivolous Claim or defense, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing Party.

15. GENERAL PROVISIONS

15.1 Non-Disparagement. During the Term and for twelve (12) months following the termination or expiration of this Agreement for any reason, neither Party shall make, publish, authorize, or encourage any statement or communication, whether public or private, oral, written, or electronic, including on social media, review platforms, industry forums, or in direct communications with retailers, distributors, brands, suppliers, or industry participants, that disparages, defames, or makes materially negative or derogatory statements about the other Party, its officers, directors, employees, personnel, products, services, or business practices. Breach of this Section by either Party entitles the non-breaching Party to seek immediate injunctive relief without bond requirement, in addition to any other remedies available at law or equity.

15.2 Assignment. DSD Partner may not assign, transfer, delegate, sublicense, or otherwise dispose of this Agreement, any Addendum, or any rights or obligations hereunder, in whole or in part, voluntarily or by operation of law, without RepRally's prior written consent, which may be withheld in RepRally's sole discretion. Any purported assignment by DSD Partner without such consent is void ab initio and of no legal effect. RepRally may assign this Agreement, in whole or in part, to any affiliate, subsidiary, successor entity, or acquirer of all or substantially all of RepRally's business assets upon thirty (30) days written notice to DSD Partner, without DSD Partner's consent.

15.3 Amendment. No amendment, modification, or waiver of any provision of this Agreement is valid or enforceable unless made in a writing that: (a) specifically references this Agreement; (b) specifically identifies the provision being modified; and (c) is authorized in writing by RepRally and, where applicable, executed by DSD Partner's authorized representative. Posting of updated Terms to the Site, with prior written notice to DSD Partner per Section 15.8, constitutes a valid amendment to these Terms by RepRally. No email exchange, oral agreement, or course of conduct constitutes a valid amendment. Notwithstanding the foregoing, any update to these Terms that materially and adversely modifies (i) the calculation, amount, or structure of Platform Fees or commissions, (ii) the liability allocation, indemnification framework, or limitation of liability set forth in Sections 9 and 10, or (iii) the termination rights set forth in Section 12, shall, with respect to any active Addendum, give DSD Partner the right to terminate such Addendum without early termination penalty upon thirty (30) days written notice delivered within thirty (30) days of the effective date of the modification. Fees, commissions, and pricing established in an executed Addendum may be amended only by written amendment signed by both Parties and may not be modified by update to these Terms.

15.4 Waiver. No failure or delay by either Party in exercising any right, remedy, or privilege under this Agreement shall operate as or constitute a waiver of such right, remedy, or privilege. A waiver of any right or provision must be in writing, signed by an authorized representative of the waiving Party, and is effective only for the specific instance and specific purpose for which it is given.

15.5 Severability and Blue-Penciling. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect. The Parties expressly authorize any court or arbitrator to blue-pencil or modify any provision found to be overbroad in scope, duration, or geographic application, including the non-solicitation and non-circumvention restrictions, to the minimum extent necessary to render such provision enforceable under applicable law.

15.6 Entire Agreement. This DSD MSA, together with all executed Addenda and Exhibits, constitutes the entire agreement between the Parties with respect to the RepRally DSD Network and supersedes all prior and contemporaneous negotiations, representations, warranties, statements, proposals, term sheets, letters of intent, and agreements, whether oral or written, between the Parties relating to the subject matter herein.

15.7 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates or shall be construed to create any employment, partnership, joint venture, agency, franchise, or other representative relationship between the Parties, or between either Party and any personnel of the other. Neither Party has the authority to make representations, warranties, or commitments, incur obligations, or enter into contracts on behalf of the other Party.

15.8 Notices. All notices, demands, requests, consents, approvals, and other communications under this Agreement must be in writing and shall be deemed delivered: (a) upon confirmed electronic delivery to the email address specified in the applicable Addendum, with confirmation of receipt; (b) one (1) business day after deposit with a nationally recognized overnight courier service, addressed to the Party's address as specified in the applicable Addendum; or (c) three (3) business days after deposit in the United States mail, sent by certified mail, return receipt requested, postage prepaid, to such address. Notices of material breach, termination for cause, or legal proceedings must be delivered by overnight courier or certified mail in addition to email. Notices to RepRally: legal@reprally.com; RepRally, Inc., Attn: Legal, 137 East 25th Street, Floor 6, New York, NY 10010.

15.9 Electronic Acceptance. These Terms become effective and binding on DSD Partner upon execution of an Addendum that references these Terms, or upon DSD Partner's access to or use of the Marketplace Services, whichever occurs first. No separate signature on these Terms is required. Electronic signatures on Addenda, including through DocuSign or any platform compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA), are valid and binding to the same extent as original handwritten signatures.

15.10 No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of RepRally and DSD Partner and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy. No participating brand, supplier, Customer, retailer, or other third party shall be deemed a third-party beneficiary of this Agreement.

15.11 Headings. Section headings and titles used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision of this Agreement.

15.12 Further Assurances. Each Party agrees to execute such additional documents, instruments, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement.

15.13 Acknowledgment of Terms. By entering into an Addendum that references these Terms, DSD Partner acknowledges that it has read, understood, and agrees to be bound by these Terms in full. RepRally recommends that DSD Partner review these Terms with independent legal counsel prior to executing any Addendum. These Terms shall not be construed more strictly against either Party as the drafter.